Draft Unanimously Approved by CCI Board of Trustees on April 2, 2013 and

Submitted to CCI Membership for Discussion at the May 6, 2013 Congregational Meeting

Approved by Mail Ballot, May 29, 2013

CONGREGATION CHILDREN OF ISRAEL

ATHENS, GEORGIA

CONSTITUTION

PREAMBLE

Congregation Children of Israel of Athens (CCI) received its charter from the Superior Court in Clarke County in 1872. In February, 1975, CCI was incorporated as a Georgia Non-Profit Religious Organization, Kol Kadosh B’nai Israel, Inc. CCI has been organized and guided in its practices by its original Charter and its Constitutions and Bylaws as approved by the membership in March 28, 1956, February 2, 1969, and April 15, 1990. Each Constitutional revision and rewriting has reflected the balance between demographic and cultural changes in the community, while at the same time reaffirming CCI’s identity as a Jewish house of worship, education, and culture.

Our synagogue membership is diverse, including member families of all ages, a wide range of individual Jewish backgrounds, and interfaith families. We honor this diversity but recognize that CCI is a Reform Jewish Synagogue. All of our members share a commitment to maintaining Jewish culture and heritage for the community and insuring a Jewish life for all congregants.

ARTICLE I – NAME

This Congregation shall be known as the Congregation Children of Israel (Kol Kadosh B’nai Israel, Inc.) of Athens, Georgia. (CCI)

ARTICLE II – PURPOSE

The purpose of CCI is to engage in religious educational, cultural, charitable and social activities which will preserve and strengthen Judaism.

ARTICLE III – RITUAL AND RELIGIOUS PRACTICES

CCI shall be guided in its religious practices by its Rabbi, its Ritual Committee, its traditions, and the principles of Reform Judaism.

CCI welcomes into its membership interfaith families.

There are certain prescribed rituals during Shabbat and Holiday services that can only be led by Jews. They include, but may not be limited to, aliyah to the Torah, Torah reading, Haftarah blessing and reading, and Candle Blessing. In these cases, others can be on the bima, but not leading the prayer or ritual in question.

Congregants will not have assigned seats in the Sanctuary. It may be necessary at special life-cycle events to reserve a sufficient number of seats to accommodate participants/family.

ARTICLE IV – MEMBERSHIP

Categories of Membership: individual, family, or student.

New members will be proposed to the Board of Trustees by the Membership Committee after the necessary personal information has been obtained and pledge amounts have been determined in consultation with the chair of the Finance Committee.

Individual member:

Any adult Jewish person (eighteen years of age or older) may become a member with the approval of the Board of Trustees.

The former or surviving spouse of a Jewish person who was not previously a CCI member may become a member upon approval of her or his application by majority vote of the Board of Trustees.

The former or surviving spouse or partner of a Jewish member who does not wish to maintain a family membership shall be an individual member.

Family membership: The family unit shall consist of 1) one or two Jewish adults with one or more dependent children or other dependents or 2) two adults, at least one of whom is Jewish.

A non-Jewish spouse or partner in a family unit elected to membership is welcome to share in the fellowship of the Congregation, participate in the activities of the Congregation and serve on committees. The member has the right of burial in the general section of the new part of the cemetery of the Congregation, as set forth in Article XI “CEMETERY”.

A non-Jewish surviving spouse or partner of a member may retain his or her membership if he or she so desires.

Jewish minor children (under 18 years of age) of members shall have the same rights and privileges of members except the rights of holding elective office and voting.

An individual member unit or family unit in good standing shall have the following rights and privileges:

Attendance at all religious services, as well as other functions of the congregation.

Participation in life cycle events under rules established by the Rabbi and the Board of Trustees.

Participation in committees of the Congregation as appointed by the President of the Congregation.

A place for family children in the Religious School under the rules and regulations established by the school.

The services of a Rabbi for appropriate occasions.

Burial in the cemetery of the Congregation with no interment fee, subject to the rules and regulations of the Cemetery Committee. See Article XI—CEMETERY

Each unit of membership (individual or family) shall have one vote on all matters considered by the Congregation.

Jewish members in good standing may be elected to serve on the Board of Trustees as officers or members at large and serve as committee chairs.

Student Members. Student memberships shall be available for full-time Jewish students, Student members shall not have the cemetery privileges set forth for individual or family members but shall be governed by the provisions set forth in Article XI(E).

ARTICLE V –FINANCE

A. PLEDGES. The Board of Trustees shall establish a system of assessing pledges and other fees in order to fund the operation of the Congregation. The Board shall have the power to authorize exceptions to the system it establishes upon recommendation of the Finance Committee.

B.FISCAL YEAR—CCI shall operate on a fiscal year, July 1 through June 30. Each year, members shall choose from different payment options. Members whose payments are not received within 90 days of the chosen billing cycle will be considered to be in arrears and shall lose all rights of membership until the amount in arrears is paid in full.

C.Any member who resigns from the Congregation in arrears cannot thereafter be reinstated as a member without paying the amount owed. An adjustment of this amount may be made by the Board of Trustees to recognize special circumstances as recommended by the Finance Committee

D.The President, Past President, and Treasurer each shall have the authority to sign checks for the accounts of the Congregation.

E.A safe place shall be provided within the Temple for the safekeeping of all financial records and all minutes and vital Congregation papers after their need for current use so that a history of the Congregation can be established and maintained.

F. All accounting practices will be in accordance with the Budget and Finance Policies and Procedures guidelines. Any changes to these guidelines will be determined by the Finance Committee and submitted to the Board for approval.

ARTICLE VI-- OFFICERS AND BOARD OF TRUSTEES

Members of the Board of Trustees whether officers or Trustees shall be adults of the Jewish faith and they shall have been CCI members in good standing for at least two years before taking office.

The business of the Congregation shall be conducted by the Board of Trustees as defined in these Bylaws. Each member of the Board of Trustees shall have one vote in matters brought to the Board of Trustees. The President votes only when there is a tie.

The Board of Trustees shall consist of the following members:

Six trustees elected by the Congregation.

The term of office for Trustees shall be two years.

Three Trustees shall be elected each year in staggered terms.

If a Trustee is elected to an Officer position, the vacancy in the Trustee position shall be filled pursuant to Art. VI.F.

The Officers of the Congregation.

The immediate Past President.

CCI Sisterhood President

D.There shall be four officers – President, Vice-President, Treasurer and Secretary. Each shall be elected for one term of two years. Although the election period for a board member is one term of two years, it is possible for a member of the board to serve for longer. Example: Trustee for 2 years, Vice President for 2 years, President for two years, ex-officio Past President for 2 years. The President of the congregation shall serve as Chair of the Board of Trustees. No person, with the exception of the person occupying the position of Past President, shall serve more than eight consecutive years and no more than 4 consecutive years in the same Board position.

Election of Officers and Trustees. The procedures for election of officers and trustees shall be as follows:

The President, with the approval of the Board of Trustees, shall appoint a Nominating Committee to consist of a chair and four congregants in good standing. No more than two members of the Nominating Committee may be current Board members. The Rabbi and President are not voting members of the nominating committee, but they will serve in an advisory capacity.

The President shall appoint the Nominating Committee at least 90 days before the annual May Congregational Meeting. In recruiting candidates for Board positions, the Nominating Committee will discuss the duties and responsibilities of Board Members with potential candidates. Nominees will agree that if elected, they will sign and follow the Brit Avodah: Covenant of Service for Board Members.

The nominating committee will meet to plan for a new composition of CCI board. They will take into account different demographics such as age, gender and committee representation.

The nominating committee shall send out a call for nominations to all CCI members. The call shall specify the positions open and expectations for each position as well as a deadline for submission of names of candidates for consideration by the nominating committee.

Within 60 days of its appointment, the Nominating Committee shall submit to the President its nominees for election at the Annual Meeting. The list shall consist of at least one candidate for each officer position and at least as many candidates for Trustee positions as the number of vacancies to be filled.

When the term “Ballot” appears in these bylaws, it refers to paper, electronic and or machine ballots.

No less than 25 days prior to the May Annual Meeting, the President shall cause to be mailed to all voting Congregation members a list of the candidates for all positions nominated by the Nominating Committee. This notice shall specify the date, time and location of the Annual Meeting, the agenda, and the procedures for making additional nominations.

Any Congregation member in good standing may submit by written petition additional nominations, including self-nominations. Such a petition shall be submitted prior to or at the time of the Annual Meeting. Such petitions shall designate which office the nomination is for and shall include the signatures of at least ten Congregation members in good standing together with a statement of consent of the nominee.

No person may be nominated for more than one office.

At the Annual Meeting, each candidate is encouraged to make a statement of introduction to the Congregation.

Voting for the election of officers and trustees shall be done by mail ballot (paper or electronic) after the annual meeting. Thirty percent of the total number of individual and family units shall constitute a quorum. If a quorum is not attained, the President shall, within 10 days, conduct another mail ballot (paper or electronic). Regardless of the number of candidates on the ballot, each voting unit in good standing may cast as many votes as the number of open positions on the Board. That is, for example assuming there are three positions to be filled, members may cast votes for up to three candidates, even if there are more than three candidates listed on the ballot.

Winning candidates are those with the highest number of votes. Any ties shall be broken by the toss of a fair coin; no run-off elections shall be held. When the election of trustees includes an election for an unexpired term, the candidate with the lowest number of votes vote in the group of winning candidates shall fill the unexpired term.

E. The officers and trustees shall assume their duties on July 1, following their election to office. On signing the Brit Avodah: Covenant of Service, Members of the Board of Trustees agree to and are expected to set the example to the membership of the Congregation by regular attendance at worship services and by active participation in the life and activities of the Congregation, in addition to attendance at Board Meetings. In order to be a Trustee or a Chair of a committee, the individual must be a Jewish member in good standing at CCI.

F. Vacancies. In the event of a vacancy in the position of Trustee, the Board shall designate a Jewish congregant in good standing to serve the remainder of the term. In the event of a vacancy in the positions of Vice-President, Treasurer, Secretary, or Trustee, the Board of Trustees shall designate a Jewish successor to serve until the next Annual Meeting. If the office of President becomes vacant or if the President is unable to serve, the Vice-President shall automatically assume that office, and the office of Vice-President shall remain open until the next Annual Meeting.

G. Impeachments. Officers or Trustees who do not abide by the Covenant of Service or who are no longer CCI members in good standing may be impeached. Any Officer or Trustee may be removed by a majority vote at a Congregational meeting called for such purpose. Such a meeting shall be required upon the petition of 20% of the Congregation’s voting units in good standing. The call for the meeting shall be made within two weeks, with at least 10 days’ notice, by the highest ranking Board member not affected by the impeachment proceedings. That member shall preside at the meeting. For purposes of carrying out impeachment, the following shall be the order of seniority: President, Vice-President, Treasurer, Secretary, immediate past President, and trustees (in order of seniority by number of consecutive years of trustee service). In case of equal trustee seniority the trustee who has been a Congregation member for the longest period shall preside.

H. Failure of a member of the Board of Trustees to attend three consecutive Board meetings shall be deemed a tender of resignation. The Board member shall be so advised by the Secretary upon request of the President.

I. Duties of Officers.

All officers shall be committed to participation in the life of CCI. This participation includes Shabbat services, holiday events, special programming, and a general knowledge of Temple programming. The President shall be the executive officer of the Congregation and chair of the Board of Trustees. The President shall preside at all meetings of these groups, shall appoint all committee chairs, shall be an ex-officio member of all committees, and shall vote at meetings of the Congregation and the Board of Trustees only in case of a tie.

The Vice-President shall assume the duties of the President in his/her absence. In addition, the Vice-President shall be an ex-officio member of all committees, and attend committee meetings at the request of the President.

The Treasurer shall have custody of all Congregation funds and shall oversee the accurate bookkeeping of all receipts and disbursements. The Treasurer shall be custodian of all deeds, insurance policies and similar documents of the Congregation. The Treasurer shall attend meetings of the Finance Committee and present financial reports to the Board monthly. The Treasurer shall present a completed financial statement as soon as possible after the close of the fiscal year, and such financial statements as needed at the Annual Meeting in May. The operations of the funds shall be reviewed periodically by the Treasurer. The Treasurer will be guided by the Finance Policies and Procedures Guidelines established by the Finance Committee.

The Secretary shall keep the minutes of all meetings of the Congregation and of the Board, shall render written reports of these meetings and shall place them in a secure place.

The Secretary shall cause to be kept an accurate list of all members with their mailing address and/or one email address per membership unit for voting purposes.

ARTICLE VII – BOARD OF TRUSTEES

Duties. The Board of Trustees shall:

Meet at regularly scheduled meetings monthly. The Board shall also meet at the call of the President for special meetings. The President must call a special Board meeting on the written request of three Board members. All specially called Board meetings require written (paper and/or electronic or machine) notice to all Board members of at least five days and a statement of the subjects to be discussed.

Manage the business of the Congregation, adopt an annual budget, including budgetary limits for the standing committees, control its properties, arrange for insurance coverage and make contracts and purchases relating to the operation of the Congregation. It has the authority to make any necessary operating and replacement expenditures for the welfare of the Congregation and for the maintenance of its properties, and to make capital non-replacement expenditures not to exceed 15 percent of the annual operating budget. Capital non-replacement expenditures in excess of this amount must be approved by the members at a Congregational meeting.

Exercise continuous supervision of the records of the Congregation and be responsible for and direct a periodic audit of the current records of the Congregation.

Voting. Seven Board members shall constitute a quorum. All Board decisions shall be made by majority vote of those present and voting.

ARTICLE VIII – COMMITTEES

The standing committees of the congregation shall be as follows:

Finance/Budget/Investment

Religious School

Ritual

Cemetery

Kesher Committee

Membership

Lifelong Jewish Education

Facilities Committee

Annually, in consultation with the Board and the Rabbi, the President shall appoint the chairs of these committees. Committee Chairs shall be Jewish members in good standing of CCI. Members of all committees shall be members of the Congregation in good standing and shall have full voting rights within the committee. Each committee shall consist of a Chair and at least three other members of the Congregation.

The Finance Committee shall meet bi-monthly and examine the Profit and Loss, Actual Expenditure and Income compared to Budget, and the investment portfolio. Annually, the Finance Committee shall present a proposed budget for the Religious School and the Temple for the coming fiscal year to the Board of Trustees for approval. Annually the Finance committee shall submit a proposal to the board, if deemed necessary to request an increase in membership pledges. The Finance Committee shall make recommendations concerning special circumstances for new member pledges to the Board of Trustees. The Finance Committee shall adhere to the guidelines as outlined in the Budget and Finance Policies and Procedures Manual.

The Religious School Committee shall oversee the Religious School and be responsible for the operation of the Religious School. The Rabbi, in consultation with the Committee, shall select the curriculum, teaching materials and the Religious School Director. Religious School fees for both members and non-members shall be proposed annually by the Religious School Committee for approval by the Board of Trustees.

The Ritual Committee shall assist the Rabbi in the conduct of religious and ritual services. Any major changes to be made that will affect the congregation at large, must be sent to the Board for approval.

The Cemetery Committee shall be responsible for the cemetery and its upkeep, set interment fees for non-members with the approval of the Board of Trustees, and enforce the rules for the operation of the cemetery. The Committee shall also administer the Cemetery Trust Fund, per its provisions under the supervision of the Finance Committee.

The Kesher Committee shall organize networks of mutual help and support to congregants facing illness and crises. The Committee shall operate synagogue social action programs and educate the members about social issues in the community.

The Membership Committee shall encourage eligible persons and families to become members of the Congregation, and shall make recommendations for membership to the Board of Trustees. The Committee shall coordinate efforts to maintain and support the current membership.

The Lifelong Jewish Education Committee shall assist the Rabbi in the planning and organizing of educational and cultural events including but not limited to Pre-School programs, Youth Group activities, Adult Education classes, and Adult Hebrew classes.

The Facilities Committee shall be responsible for keeping the properties of the Congregation in good order. The Chair of the Committee shall direct and supervise all maintenance personnel and operations.

Ad hoc committees may be established by the President when deemed necessary for the welfare of the Congregation.

ARTICLE IX – RABBI

The Rabbi is a fulltime professional employee of the Congregation. As such, his/her rabbinical priorities rest primarily with the members of CCI.

The Rabbi shall be in charge of all religious functions at CCI. The Rabbi shall supervise the Religious School Director and any other classes which he/she may organize.

The Rabbi may attend meetings of the Congregation or the Board except those held in Executive Session.

Vacancy. When the Rabbi’s position becomes vacant, the President shall appoint a committee of at least seven Congregation members in good standing to conduct a search for a suitable candidate and prepare a recommendation to the Board of Trustees. Two-thirds of the eligible voting Board members must approve the recommendation for it to be submitted to the Congregation for its consideration and ratification. The Board shall arrange an opportunity, if possible, for the members of the Congregation to meet the candidate(s) for Rabbi. The Board will hold a congregational meeting to allow all members to discuss the recommendations. The Board’s recommendation shall be mailed, e-mailed or machine sent to all voting members and shall be accompanied by a general outline of the terms of employment and a short resume of the candidate’s qualifications. At the Congregational Meeting, the Board’s recommendation will be discussed.

E. Retention. Twelve to fourteen months before the end of the Rabbi’s contract, the Board of Trustees will prepare a report to the Congregation concerning retention. The President shall report the recommendation of the Board of Trustees and open the discussion. Voting on the Rabbi’s retention shall be done at the meeting after discussion if possible. The meeting to discuss the Rabbi retention shall take place during the May annual meeting or at a special meeting called by the President no later than twelve months before the expiration date of the existing contract. If the Congregation votes for retention, the President shall designate a Contract Committee who together with the Finance Committee, under negotiating guidelines approved by the Board of Trustees shall meet with the Rabbi to negotiate a new contact. If the Congregation elects to not retain the existing Rabbi, then the President shall notify the Rabbi in writing and initiate a search for a new Rabbi.

ARTICLE X –CONGREGATIONAL MEETINGS

The Annual Meeting of the Congregation shall be held during the month of May, and the agenda shall be specified by the President.

Special meetings of the Congregation shall be held when called by the President in response to a written petition of five Trustees or 20% of the voting member units of the Congregation. Within 10 days of receipt of such a written petition, the President shall issue a call for the meeting unless the Annual Meeting shall take place within 30 days, in which case the petition shall be placed on the agenda of the Annual Meeting.

Quorum sufficient to do business. Twenty percent of voting membership units in good standing of CCI shall constitute a quorum. If a quorum does not exist, no business may be transacted other than adjournment. If any annual or special meeting fails to attract a quorum, the President shall, within 10 days, all another meeting.

Notice of all Congregational meetings, annual or special, shall be mailed, e-mailed, or machine sent to all voting members units in good standing no later than 10 days before such a meeting. The notice shall include the agenda. For special meetings of the Congregation, no business outside the terms indicated on the agenda may be transacted.

The order of business and any questions of parliamentary rules not covered by this Constitution and Bylaws shall be governed by Robert’s Rules of Order. The President shall appoint a Parliamentarian at each Congregational meeting.

Voting.

The total number of votes will be equivalent to the total number of non-student member units.

Except as otherwise noted, all motions at a Congregational meeting, as well as the election of officers and trustees, shall require a majority vote of those voting to pass.

Rabbi. Motions to hire or retain a Rabbi require a 60% majority of those voting at a called Congregational meeting or annual meeting.

ARTICLE XI – CEMETERY

The President and Chair of the Cemetery Committee shall grant permission for the burial of a Jewish non-member of the Congregation, subject to the fees and charges set up by the Cemetery Committee. A report, however, shall be made to the Board of Trustees at its next meeting.

All fees established by the Board of Trustees for cemetery interment shall be exclusive of any charges made by the sexton of the cemetery.

At least once per year, the fees and costs for Perpetual Care and interment shall be approved by the Board of Trustees and reported in the minutes by the Secretary.

Perpetual Care charges must be paid by both members and non-members prior to interment.

The new part of the cemetery of the Congregation, which is west of the existing west wall of the cemetery, shall be comprised of two sections; 1) a general section open to all members, and Jewish non-members, and 2) a section reserved exclusively for Jewish persons.

Burial in the remaining plots of the old part of the cemetery which is east of the existing west wall shall be for Jewish members only.

Under no circumstance shall non-Jewish clergy, non-Jewish ceremonies and/or non-Jewish symbols be used in any burials at the CCI Cemetery.

ARTICLE XII – MISCELLANEOUS

This Constitution, from the time of adoption, shall be the laws of the Congregation Children of Israel. All prior enactments are hereby repealed.

ARTICLE XIII – AMENDMENTS

Any Amendment to the Constitution must be proposed in writing to the Board of Trustees. If it is passed by a majority of the Board present and voting, a notice of the content of the proposed Amendment must be presented to the membership of the Congregation at least 10 days before the Congregational meeting at which it will be considered. Once a quorum is established, a two-thirds vote of voting units in good standing present is required to approve an amendment to this Constitution. Amendments to the constitution may also be proposed by 20% of the congregants in good standing. When such a proposal is presented, the President must present the amendment to the Congregation and call a Congregational meeting to consider it.

ARTICLE XIV – INDEMNIFICATION

The members, trustees, and officers of the Congregation Children of Israel, Athens, Georgia, shall not be liable for the debts, liabilities, or obligations of CCI and the private property of such persons shall not be subject to the payment of CCI’s debts. CCI shall indemnify each person who serves or has served as a member, trustee, or officer to the extent permitted by law. Moreover, any person who serves as a member, trustee or officer of CCI shall be indemnified from and against any civil liability of damages for any act or omission which results in damages or injury if such person was acting within the scope of her or his official functions and duties as a member, trustee, or officer.

Constitution adopted by mail vote of Congregation Children of Israel on May 29, 2013